Template · adapt before use

Product Quality Agreement

Between the Buyer and the Supplier, to be executed before any Purchase Order is issued.

This Quality Agreement (“Agreement”) is made on  , 20__ between:

Buyer:  (“Buyer”), of  ; and

Supplier:  (“Supplier”), business registration / tax code  , of  .

1. Scope and products

This Agreement governs the following product(s):  , as further described in the Purchase Order and the attached technical specification(s) and drawing(s), which form part of this Agreement.

2. Technical specification & golden sample

The Supplier shall manufacture strictly to the agreed technical specification. A physical golden sample shall be produced and approved in writing by the Buyer before mass production begins; all production shall conform to that approved sample. Applicable standards:   (e.g. ISO, ASTM, EN, FSC).

3. Dimensional tolerances

Permitted tolerances: dimensions ± ; thickness ± ; colour variation not to exceed  ; other:  . Product outside tolerance is non-conforming.

4. Acceptance Quality Limit (AQL)

Inspection shall follow ISO 2859-1 (ANSI/ASQ Z1.4) sampling at the following AQL levels: Critical defects  ; Major defects   (e.g. 2.5); Minor defects   (e.g. 4.0). A lot exceeding any agreed AQL is rejected in full.

5. Inspection rights & milestones

The Buyer (or its appointed third party — e.g. SGS, Intertek, TÜV) has the right to inspect at: (a) during production, at approximately 30–40% completion; (b) pre-shipment, when 100% is produced and at least 80% is packed; and (c) container loading. The Supplier shall give at least  business days' notice of readiness for each.

6. Documents & certificates

The Supplier shall provide, prior to balance payment: mill / test certificates, the relevant conformity certificates, a certificate of origin for the applicable tariff scheme, and photographic inspection reports. Certificates must be verifiable with their issuing bodies.

7. Remedy for failed inspection

If a lot fails inspection, the Supplier shall, at the Buyer's election and at the Supplier's cost: rework or replace the non-conforming goods within   days; and/or bear re-inspection costs; and/or a price reduction of  %. Repeated failure (  lots) entitles the Buyer to cancel the balance of the order without penalty.

8. Link to payment

Payment terms are  % deposit and  % balance. The balance payment is released only against a passed pre-shipment inspection and the documents in clause 6 — never against a promise of conformity.

9. Confidentiality (NNN)

Each party shall keep the other's specifications, drawings and commercial terms confidential, and shall not use them except to perform this Agreement, nor circumvent the other party to deal directly with its counterparties (Non-Disclosure, Non-Use, Non-Circumvention). A separate NNN agreement, where used, prevails.

10. Governing law & disputes

This Agreement is governed by the laws of   and disputes shall be resolved by   (e.g. arbitration at VIAC, Hanoi / SIAC, Singapore).

Disclaimer: this is a general template for orientation, not legal advice. It is not tailored to your jurisdiction, product or transaction. Have it reviewed by qualified counsel and adapt every bracketed field before use.